Blair Waldorf will always remember the first time she kissed Dan Humphrey. It all started because Serena gets everything she wants.

Heads turn when Serena walks in a room, guys fall at her feet, for all Blair knows, Yale will want her just for her smile. It makes Blair's blood boil when she thinks about it. When the Gossip Girl blast hits with Serena spotted at the train station, back in town, not even bothering to call her best friend, Blair just smiles and pretends it's all okay, eats two orders of fries at lunch then throws them up in the bathroom. No one cares about Blair that day, everyone is talking about Serena.

Serena gets everything she wants.

When Blair learns that what Serena wanted a year ago was Blair's boyfriend, her Natey, who Blair has been in love with since kindergarten, who she is going to marry and make perfect little Upper East Side babies with, Blair decides things have gone too far. This is way beyond showing up to school with the same Prada dress Blair had worn a few days before, although lately Serena seems to be into throwing on any old thing and looking like a model ,so there's not a lot of danger of fashion duplication. But Nate? Her Nate? This is time for serious revenge.

The brunch is a typical affair, everyone dressed in their finest, drinking just a little too much champagne, Nate by her side, a doting, apologetic puppy whose regret only manages to irritate her, Chuck leaning back in his chair, watching different women through hooded, scotched-up eyes. Blair thinks she's happy. Well, as happy as someone whose boyfriend had cheated on her with her best friend could be. If she's not really happy , at least she is queen, sitting at the table, everyone laughing her wry observations, and there is no Serena.

Until she walks in.

"You've got to be kidding," Blair murmurs when she sees her former BFF across the room, tall, golden as always, and Blair feels like all of the sudden the entire world turns away from her and towards Serena. S. is wearing a short white dress and her hair has that perfectly fashionable tousled look that so many girls work hard to get and Blair suspects Serena got from waking up and rolling out of bed. She's irritatingly gorgeous.

Bitch.

There is no end to Blair's hatred of her best friend at that moment. All the late nights and slumber parties and dishing on boys flies out the window. She doesn't care that Serena has held her hair back as she vomited into the toilet after a night of too much vodka. She doesn't care about any of that. All she knows is that Serena is back and Blair has returned to number two.

Standing next to Serena is some guy, another one of her random suitors, slack jawed, starry eyed over the golden girl. Blair's seen them before and they're all the same. Madly in love with Serena, and she's madly in love with them, until she isn't anymore, and then they're gone, another in their place, an ever rotating door of adoration. Heaven forbid should Serena not be loved.

This one has dark hair and dark eyes, and he's underdressed for brunch at the Plaza. Poor sap. He's looking around nervously, eyes darting, taking in a room that is now staring his way, and Blair can hear Serena's name whispered all around her. Blair glances over at Nate who is staring at Serena, mouth open, and Blair kicks him under the table.

She might explode.

Blair should walk up to Serena, make a scene, tell her that she has some nerve showing up here, but she doesn't. She should call her bitch, whore, slut, for sleeping with her Nate. She has another idea. It's time she takes something Serena wants.

She waits. Blair sips her mimosa and eats two croissants, well aware how far away the bathroom is. She dabs her fingers on the white cloth napkin and smiles sweetly at Nate, ignores Chuck, but always watches Serena, waiting. Watches them across the room, dark head and light head bent together, and Serena's laugh has always had a way of rising above the din, so she can hear across the room, see her smile. Blair burns with anger.

Finally the moment comes. Serena's boy toy stands up, says something to her and heads towards the bathroom. Blair leans over to Nate, tells her she's going to freshen up, and follows quickly. It doesn't take long before she catches him, tapping him on the shoulder, taking in a deep breath when he turns around.

"Blair Waldorf," she says, putting out a hand, waiting for him to take it, a fake smile plastered across her face. He looks surprised and uncomfortable, and doesn't take her hand immediately, but when he does his grip is surprisingly strong.

"Dan Humphrey," he says back.

Blair holds back a sneer at his unfortunately common name. Humphrey. It doesn't really roll off the tongue, more like drops like a lead weight. He'll never fit in, even if he thinks he can, even with Serena by his side. Instead she smiles and steps towards him, her spine straight, her chest pushed towards him, and Blair knows that she has nice breasts, the kind that are not too big and not too small, and she's about to use them to her advantage.

Dan steps backwards, her hand still in his and Blair smiles devilishly. This should be easy, to have this boy under her spell. She licks her lips and puts a hand up to his chest, pushing him backwards one more step, then another, until he's standing with his back against the dull brown corridor wall, staring down at her with a somewhat bewildered look on his face. Blair knows that there's just one more thing that will seal the deal, that will turn his eyes from Serena. She presses herself against him, pushing him further against the wall, tilts her head up and places her lips on his.

It is supposed to be a simple kiss, or a not so simple kiss, but whatever would drive this Dan Humphrey person wild and drive Serena right out of his head. Blair likes it when boys want her and having another slobbering fool tripping over himself was of no consequence, especially if it means that just one time, Serena loses and Blair wins. That was the plan, until her lips press against his and electricity shoots through her body with so much force that Blair almost gasps out loud. She assumes Dan Humphrey is having a similar response, because he hands are coming up her back and he is kissing her back and suddenly Blair realized she is pushing her hips into his in an almost wanton fashion, and this is an entirely new feeling, nothing she'd ever feels with Nate, who mostly kisses her when he is stoned out of his mind and their makeout sessions tend to feel sloppy and unrefined.

Blair whimpers.

Shit.

They break apart, Dan leaning against the wall with his chest heaving, staring at the girl who had come out of nowhere and laid one on him. Blair touches her swollen lips with her fingers and steps backwards, away from what her body is pulling her towards.

"What the hell," Dan starts, watching her with darkened eyes. Blair can't say anything, just turns away and runs back towards the brunch. When she gets back to the table she tells Nate she doesn't feel good, wants to go home. He absently agrees and calls the town car around to the front. In a few hours the kiss is forgotten pushed to the back of her mind and Blair is back on her usual thought pattern: Yale, losing it to Nate, hating Serena.

She never got to call Serena a slut or a whore.

The second time she kisses Dan Humphrey it's unexpected.

She is eating lunch on the steps of the Met when he comes up to her, entirely unaware that the rules dictate that no one talks to Queen B without permission, and certainly not a Humphrey from Brooklyn, surely one of the scholarship kids at the school. No one Blair would give the time of day. He has a cup of coffee in each hand and when he tries to hand one to her, she rolls her eyes.

Blair Waldorf does not take charity. Especially from someone from Brooklyn. He hands it to Nelly instead, who smiles, and Blair ignores the feeling of irritation that triggers.

She'll never tell him she knows he's from Brooklyn. It would mean he'd would know she's been checking up on him, and she hasn't really. She just happened to ask around about the Humphrey family and found out that his little sister, a fresh-scrubbed blonde with big boobs and a way too unjaded attitude, goes to Constance and that Dan is at St. Jude, and that he writes obnoxious poetry. She's guessing he's written more than one poem about Serena, dedicated to her beauty, sappy lines about how the unattainable has finally become his. She's seen them, walking arm in arm after school, Serena laughing, and Blair wonders if she ever doesn't laugh. Does she ever realize her effect on the people around her, because if she did, maybe she would realize what a bitch she is and be a little less happy.

"What...what was that the other day," Dan starts and Blair glares at him, horrified that he's violated the unspoken code that they never talk in public, let alone talk about the way she'd slammed him against a wall at the Palace and kissed him. Doesn't this bumpkin from practically the Ozarks know the rules? Blair jumps to her feet, grabs him by the hand and pulls him away from the group quickly, ignoring the twittering of Nelly and Penelope behind her. Blair will find a way to explain this away. Tell them she is playing a joke, pretending to hire that destable band his father plays in. They'll believe her. They always do.

"Stay the hell away from me," Blair hisses as she drags Dan behind her. They round the corner of the building and she ducks into a stairwell leading to a basement door, shirking into the vestibule, mostly hidden from passers by.

"What happened the other day was nothing," Blair says, shrinking against the wall, glancing around nervously. She notices at this point that his hand is still in hers, primarily because its warmth is sending shockwaves up her spine and Blair realizes that her mouth is hanging open and she's staring at Dan, and he's watching her lips.

Fuck.

"I have a boyfriend." Blair spits out, grasping for control. "Nate. We've been dating since kindergarten. We're going to Yale together. I'm going to marry him."

Dan is still watching her lips.

"I'm dating Serena," he says almost absently, distracted. She doesn't want to think about what's distracting him. Blair feels heat climb up her neck.

"Oh, you're dating now?" Blair asks bitingly. If she'd had any doubts, Dan bringing up Serena washes them away. She's back to Serena, back to her plan to destroy her.

"Oh, well, not entirely dating..." Dan stammers, "maybe seeing each other, you know, hanging out..."

Blair smiles knowingly. Serena again, in 100% but not really, dating but not really. It will be a matter of time before she's tired of Dan, moves on, leaving another broken heart in her wake. But this time it will be Serena whose heart breaks, because she's going to know what it feels like when your boyfriend cheats on you.

"What was your name again," Blair asks, making her eyes wide, feigning ignorance. Dan rolls his eyes.

"Dan. Dan Humphrey."

"Humphrey," his name rolls off her tongue. Blair sniffs the air. "You smell like pork."

A small smile flickers across his face, and Blair knows he's not sure if he should be offended or amused. Blair likes this, likes that she insults him and he just laughs. Blair moves closer to him. She grabs the lapels of his St. Jude's jacket. She hears Dan gulp and then his head is bending down and his mouth is on hers and Blair feels everything start to spin.

This time the kiss is more insistent, crushing, and Blair feels like she's hanging on to Dan, swept away by a tidal wave, and he's sucking on her bottom lip, worrying it with his teeth, then he's kissing her again, she opens her mouth more and his tongue is slipping against hers. Good god, what is going on. In what alternate reality is Blair clinging to the boy Serena is slumming with, kissing him, liking it.

Dan's hands come up, slide across her uniform blouse, over her breasts, making Blair shiver, to the buttons of her shirt and he starts to pop them open, and Blair aches like she's never ached for anyone. Well, like she's never ached for Nate, since he's the only guy she's ever made out with, and this is a million times improved. He makes his way down her uniform blouse, one button after another, until its hanging open and Blair's La Perla bra is exposed. She break away, stares up at this boy with his short dark hair and strong jaw line, and his hand goes to the clasp in the front and flicks it open.

Blair gasps.

The sound brings reality rushing in and she pulls away quickly, grabbing her shirt, wrapping it around her, hiding her breast whose nipples have hardened with the cold air.

"What the hell do you think you're doing?" Blair snaps, feeling self-conscious and modest all of the sudden.

"Second base?" Dan says, that small flicker of a smile playing across his lips again. Blair would feel slightly amused if she wasn't busy holding onto her facade of indignation. Blair buttons up her blouse with shaking fingers.

"Second base?" she asks. "What, is that some lame 90s slang you picked up from your washed up dad?"

Dan blinks and Blair knows she's pushed too far, and for some reason she kind of cares. She wants to take back the words, but Dan is throwing the book bag he'd dropped in the process of kissing her and feeling her up over his shoulder and walking away from her.

"See you later, Waldorf."

"Not if I see you first," Blair shoots back, sounding lame and 90s herself.

The third time Blair Waldorf kisses Dan Humphrey, it's a complete surprise.

She's walking down the hallway at Constance, her book bag heavy on her back, when someone grabs her arm and pulls her through a door. It's a dark and dingy closet, the walls lined with shelves that are stacked with papers, bins of pens and pencils. A bare bulb hangs from the ceiling casting the small space in a dim light. It smells musty and Blair wants to rub her nose that's starting to itch, but she doesn't have time because whoever pulled her is pushing her against the door, and Blair's book bag falls to the floor as she opens her mouth only to find whatever she was going to say blocked by his mouth.

Dan.

But she knew that already, knew the moment his hand grabbed her arm. Or maybe she was just hoping.

"What the hell?" Blair sputters as his lips move from her mouth to her neck and Blair breathes in sharply. She feels the heat starting to build and thinks that this might not be the best idea because nothing good will come of it. It started as a game but it's starting to feel like a lot more than that.

"I can't stop thinking about you." Dan whispers and Blair gasps as his lips move to the base of her throat. If she wasn't half out of her mind she might smile because her plan is working. Dan is still dating Serena. They are at parties together, coffee dates on the weekends, but here he is with Blair, skipping class, pulling her into a closet at Constance, telling her she's been on his mind.

If only she hadn't also been thinking about him she might think she'd pulled off the perfect take down. Except it appears that Dan Humphrey isn't the only one that's been taken down and Blair never expected when she decided to use her feminine wiles to destroy Serena Van der Woodsen, that she'd end up actually wanting her victim.

She wants him.

Blair grips Dan's face between her hands and brings his mouth back to hers, this time kissing him back with equal force, and his hand is on her leg, skimming up her thigh high stockings to the bare skin there, and Blair is struck by the fact that she wants more. So much more.

She should feel this way with Nate, should be driven to distraction, but everything about him feels like high school and this, this feels kind of grown-up. Her hands go to pull Dan's uniform shirt out of his pants, slipping under the waistband of his pants, his skin warm against her fingertips.

"Humphrey," Blair gasps, "What are we doing?"

The answer is simple. They are in a closet, making out, her hands skimming under his shirt, feeling the lean muscles on his back.

"Second base?" Dan says between kisses, and he's drinking her in like he's been parched, his mouth not wanting to leave hers. Blair chuckles a little. His fingers go to her blouse and this time Blair doesn't plan to protest. She wants him to touch her, to feel his hands on her breasts. His other hand is still on her thigh, so close to her groin that is aching and she grinds her hips forward.

"Please," Blair whispers, and the rawness of it seems to bring the moment to a screeching halt as both of them realize that they are on the edge of something bigger than either had anticipated. Blair had always thought she'd lose it to her boyfriend, blond and boring Nate, and here she was wanting more, something else, from a boy who isn't even close to part of her world, who won't be going to parties with her, won't be going to Yale, who Blair would never be seen with.

They break apart, both breathing hard, Blair can hear Dan breathing in and out. She looks down, stares at the floor, her fingers quickly doing up the buttons of her blouse.

"I'm sorry," Dan pants, tucking his shirt in. "I just..."

"It doesn't matter, Humphrey." Blair snaps. She's hot, bothered and annoyed that her plan has backfired so magnificently. She grabs her bag and pushes the door open, not really caring who sees Blair Waldorf exiting a supply closet. She turns around to see Dan just standing there, staring after her.

"Don't leave right away," she snaps. "I don't want anyone to think we were together."

The eleventh time Blair Waldorf kisses Dan Humphrey, it's for entirely different reasons.

Blair makes a decision. She's going to Brooklyn. She puts on her nicest lingerie and nothing else, covers up with a coat and tells the driver the address she managed to get from Jenny Humphrey that day during homeroom. Blair twists her ruby ring as the town car heads to Brooklyn, excited and nervous at the same time.

When Dan Humphrey opens the door to the loft, Blair steps in and looks around and decides it's not that bad. It's certainly not Manhattan.

"Is your dad home?" she asks a very surprised Dan who is stuttering something, asking what she's doing.

"Uh, no."

"What about Little-J?"

"Out with some friends."

"She has friends?"

Dan shoots Blair a warning look.

"What do you want, Waldorf?"

It's not like they haven't been making out in all different convert places for the last month, ducking into doorways, closets, even the boys bathroom once. They never talk, just devour each other until they are both panting and bothered and wanting more. It's a frustrating exercise and Blair has decided it ends tonight.

"Do you have a condom?" she asks slyly. Blair is amused when Dan's eyes grow wide and he swallows. Blair undoes the jacket she's wearing and she's standing there in nothing but a black bra and panties.

"Uh, y...y...yes." Dan stammers. "I think I have one in my wallet, or my dresser drawer, or..."

Blair shuts Dan up by kissing him, placing her lips on his and pressing lightly, then a little harder, and he's kissing her back, and they are moving in some direction, stumbling towards soemthing, Blair's not quite sure.

"Bedroom?" she gasps.

"This way," Dan says, his hands wrapping around her waist, then his mouth is back on hers.

They make their way into his bedroom, and Blair barely has time to note that it's cramped, books lining the walls and in piles on the floor, a black notebook open with a pen next to it and she briefly thinks that he'd better not have written a poem about her, because this isn't the type of thing you write poetry about. It's the type of thing you take to your grave.

Dan lays her on his bed and he lowers himself on top of her, pressing his body against hers and Blair feels the heat build even more. He's undoing her bra and her breast fall free, nipples hard, and Blair gasps as his mouth moves down to them and he teases them with his tongue. Blair feels urgency now and her thumbs hook into her panties, pulling them down and Dan is rolling off her, undoing his jeans, pulling his shirt over his head, and then he's back, filling the space between them, skin on skin, and Blair spreads her legs, arches her back, pushes up towards him.

She's wet. She's felt this way before, during heavy petting session with Nate when she thought she might be ready to go all the way but he fell asleep before she could tell him, and she ended up climbing out of bed and getting dressed, leaving him snoring softly. But now she needs to have some sort release, something to break the tension, because her body feels wound up and tight, and she knows that one thing will resolve this.

"Are you sure," Dan asks, staring down into her face, and for a moment Blair thinks that this could be more. Maybe it's not just a quick fuck in Brooklyn. Maybe it could be a lifetime, with marriage and babies and a forever kind of love. But this is Dan Humphrey, not Nate, not a boy of similar status, and that moment flees as quickly as it comes.

"I'm sure," Blair says breathily. Dan feels around the bed and find a shiny condom wrapper, rips it open, then rolls it over his erect penis. Blair props herself up on her elbows and watches him, her eyes heavy-lidded, her breathing fast. When he rolls back toward her, Blair lies back and spreads her legs, feeling his hips settle between her thighs. He slides inside her, slowly, a little tentative, and Blair gasps.

"Oh god," It's strange, it hurts a little, it's good. Oh, it's so good.

"Blair."

They are still for a moment, staring into each others eyes, then Dan starts to move, a little uncoordinated, not quite getting the rhythm right, until they do, and then the move together, sweet friction, skin on skin, sweat mingling, Dan's mouth on hers, her hands clawing at his back, wanting him closer, closer, until Blair feels everything tighten up, and she throws her head back and has an organsm that far surpasses anything she's ever achieved on her own.

"Fuck," Blair mutters as Dan comes as well, shuddering and shaking above her, then collapses onto her, his face buried in her hair.

When they are done, Blair rolls out of bed and pulls her clothes back on. Dan lies there, watching her.

"Did this really happen?" he asks as Blair tightens the belt of her coat.

"Only in your dreams, Humphrey," Blair barely manages to snap, feeling post-coital and relaxed, and slightly less annoyed than usual. If they were any other two people they might cuddle or go get something to eat, but they're not. They're Dan and Blair, and they're not ready for a Waldorf-Humphrey relationship, let alone the rest of the world.

Blair will always remember the first time she fucked Dan Humphrey.

It all started because Serena gets everything she wants, but in the end, Blair gets nothing, not even revenge. Because there's something about Dan Humphrey that crawls under her skin and stays there, and no matter how much she tries, she can't shake him.

And one thing she's sure of is that the first time won't be the last.

~fin~